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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 13, 2000
REGISTRATION NO. _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FREEREALTIME.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 33-0881720
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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3333 MICHELSON DRIVE, SUITE 430
IRVINE, CALIFORNIA 92612
(Address of Principal Executive Offices including Zip Code)
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THE FREEREALTIME.COM
1999 EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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<S> <C>
BRAD G. GUNN COPY TO:
CO-CHIEF EXECUTIVE OFFICER, PRESIDENT CARY K. HYDEN
AND FOUNDER LATHAM & WATKINS
FREEREALTIME.COM, INC. 650 TOWN CENTER DRIVE, TWENTIETH FLOOR
3333 MICHELSON DRIVE, SUITE 430 COSTA MESA, CALIFORNIA 92626
IRVINE, CALIFORNIA 92612 (714) 540-1235
(949) 833-2959
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(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock $ 0.01 par value 2,500,000 $3.52 $8,800,000 $2,325
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as
amended, and is based on the per share weighted average exercise price
($3.52) of previously granted options exercisable for 2,500,000 shares.
PROPOSED SALE TO TAKE PLACE AS SOON AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT AS OPTIONS GRANTED UNDER THE PLAN ARE
EXERCISED.
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Total Pages 9
Exhibit Index on Page 7
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which we filed with the Commission, are
incorporated by reference into this registration statement:
(a) Our Registration Statement on Form 10-SB filed with the
Commission (File No. 000-27493), together with amendments filed
with the Commission on October 19, 1999, November 23, 1999, and
November 29, 1999 ("Form 10-SB");
(b) The description of our Common Stock contained in our Form 10-SB;
(c) Our Annual Report on Form 10-KSB filed with the Commission on
June 29, 2000 (File No. 000-27493);
(d) Our Quarterly Report on Form 10-Q filed with the Commission on
August 14, 2000 (File No. 000-27493); and
(e) Our Current Reports on Form 8-K filed with the Commission on
August 30, 2000 (File No. 000-27493) and September 1, 2000 (File
No. 000-27493).
In addition, all documents which we file pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part of this registration statement from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained in this registration statement, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference in this registration statement, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law permits a
Delaware corporation to limit the personal liability of its directors in
accordance with the provisions set forth therein. The Certificate of
Incorporation
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of the Company provides that the personal liability of its directors shall be
limited to the fullest extent permitted by applicable law.
Section 145 of the Delaware General Corporation Law contains provisions
permitting corporations to indemnify any person who is or was a director,
officer, employee or agent of the corporation, or who is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, in
accordance with the provisions set forth therein. The Certificate of
Incorporation of the Company provides for indemnification of such persons to the
fullest extent allowed by applicable law.
The inclusion of the above provisions in the Certificate of
Incorporation may have the effect of reducing the likelihood of stockholder
derivative suits against directors and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their duty of
care, even though such an action, if successful, might otherwise have benefited
the Company and its stockholders.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on Page 7.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to;
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a
fundamental change in the information in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) Include any additional or changed material information
on the plan of distribution;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the
registration statement.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering.
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(3) File a post-effective amendment to remove from registration any of
the securities being that remain unsold at the end of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Freerealtime.com, Inc., a Delaware corporation, certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irvine, State of California, on this 13th day of October, 2000.
Freerealtime.com, Inc.
By: /s/ Brad G. Gunn
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Brad G. Gunn, President and Co-Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Brad G. Gunn as attorney-in-fact and agent with full power of substitution and
resubstitution, to sign on his behalf, individually and in the capacities stated
below, and to file any and all amendments, including post-effective amendments,
to this Registration Statement and other documents in connection therewith, with
the Commission, granting to said attorney-in-fact and agent full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities as of October 13th, 2000.
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Signature Title
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<S> <C>
/s/ Brad G. Gunn President, Co-Chief Executive Officer and Director
------------------------- (Principal Executive Officer)
Brad G. Gunn
/s/ Michael Neufeld Chief Financial Officer
------------------------- (Principal Financial and Accounting Officer)
Michael Neufeld
Chairman of the Board
/s/ Geoffrey Moore
-------------------------
Geoffrey Moore
Director
/s/ Scott Brown
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Scott Brown
Director
/s/ Ari Engelberg
-------------------------
Ari Engelberg
Director
/s/ David Gale
------------------------
David Gale
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<TABLE>
<S> <C>
Director
/s/ Stephen N. Livingston
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Stephen N. Livingston
Director
/s/ Marcus Robins
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Marcus Robins
Director
/s Byron Roth
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Byron Roth
Director
/s/ Ronald Woods
-------------------------
Ronald (Clancy) Woods
Director
/s/ Jonathan Mork
-------------------------
Jonathan Mork
Director
/s/ Robert Werle
-------------------------
Robert Werle
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
5.1 Opinion of General Counsel of Registrant 8
23.1 Consent of General Counsel of Registrant (included in Exhibit 5.1) 8
23.2 Consent of KPMG LLP, Independent Auditors 9
24 Power of Attorney (included in the signature page to this 5
Registration Statement)
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